Nilo Sounds Content License Agreement

Effective Date: May 8, 2025

This Content License Agreement (“Agreement”) is entered into by and between Nilo Sounds, LLC, an Illinois limited liability company (“Nilo Sounds,” “we,” “us,” or “our”), and the licensee (“you” or “Licensee”), and governs your use of audio content licensed from Nilo Sounds.
By downloading, purchasing, or otherwise using any audio content provided by Nilo Sounds, you acknowledge and agree to be bound by the terms of this Agreement.

 

1. Definitions

For the purposes of this Agreement:
– “Content” refers to audio-only works provided by Nilo Sounds, including but not limited to music tracks and sound effects.
– “Download” means obtaining the Content through any form of digital delivery, including direct download, email, or file transfer.
– “Production” means any audiovisual or multimedia work (e.g., film, video, podcast, application, or advertisement) that incorporates the Content in a synchronized manner.
– “License” refers to the limited, non-exclusive, non-transferable right to use the Content as granted under this Agreement.
– “PRO” stands for Performing Rights Organizations, such as ASCAP, BMI, SOCAN, PRS, SESAC, and similar organizations responsible for collecting and distributing royalties from the public performance of registered music.
– “Sensitive Use” means any use that could reasonably be perceived as controversial, defamatory, or unflattering, including but not limited to political endorsements, health-related contexts, or any depiction suggesting that a person is suffering from a physical disability or mental illness, without prior written consent from Nilo Sounds, LLC.

 

2. Grant of License

Subject to your full compliance with this Agreement and payment in full of all applicable licensing fees, Nilo Sounds grants you a non-exclusive, worldwide, perpetual license to:
– Reproduce, synchronize, adapt, and incorporate the Content into an unlimited number of Productions;
– Distribute such Productions via any platform or media, now known or hereafter devised;
– Use the Content in commercial or non-commercial projects on behalf of yourself or third-party clients, provided that all such use complies with this Agreement.
This License does not permit the resale, standalone distribution, or use of the Content in a manner that allows others to access it outside the context of a Production.

 

3. Restrictions

The following uses of Content are strictly prohibited:
– Unlawful or Defamatory Use: You may not use the Content in connection with pornography, adult entertainment, escort or dating services, promotion of tobacco products, or any depiction that implies criminal activity or moral turpitude.
– Sensitive Use: Absent prior written consent from Nilo Sounds, LLC, you may not use the Content in any context that may reasonably be deemed unflattering, offensive, or unduly controversial, including political advertising, health claims, or any context that suggests a person is suffering from a physical disability or mental illness.
– Unauthorized Redistribution: You may not upload, share, or distribute the Content as a standalone file or in any format that permits extraction by third parties.
– Peer-to-Peer Distribution: Use of Content on platforms or services that facilitate unauthorized file sharing is prohibited.
– Audio-Only Products: You may not use the Content in audio-only products where the Content is the primary source of value to the listener. This includes, but is not limited to, music compilations, streaming playlists, downloadable MP3s, ringtones, or telephone hold music.

 

4. PRO Registration and Royalties

All music tracks licensed by Nilo Sounds are registered with one or more Performing Rights Organizations (PROs). This License does not include public performance rights, nor does it waive any obligation to file cue sheets or remit PRO royalties where required. All such royalties remain the property of Nilo Sounds and/or its contributors.

 

5. Ownership and Intellectual Property

All Content remains the sole and exclusive property of Nilo Sounds, LLC. This License does not convey ownership of any intellectual property rights. You may not claim ownership of or authorship over the Content or any part thereof.

 

6. Attribution

Where industry practice or platform standards require, Licensee shall make reasonable efforts to include credit as follows:
“Audio provided by Nilo Sounds”

Attribution is not mandatory but encouraged.

 

7. License Conditioned on Compliance

The rights granted under this License are expressly conditioned upon:
– Full and timely payment of all applicable licensing fees; and
– Compliance with all terms and restrictions set forth in this Agreement.
Failure to comply constitutes a material breach and may result in immediate termination of the License.

 

8. Contact for Additional Rights

For uses not covered by this Agreement, including but not limited to theatrical distribution, broadcast television, or large-scale commercial campaigns, please contact us at:
Email: [email protected]

 

9. Warranty and Remedies

Limited Warranty: Nilo Sounds warrants that:
– It has the right to license the Content; and
– The Content is free from material technical defects that would prevent its use as permitted herein.
If a file is defective, your sole remedy shall be:
– A replacement file, or
– A refund of the license fee, at Nilo Sounds’ sole discretion, if replacement is not possible and you notify us within 30 days of the original Download.

 

10. Representations and Acceptance by Licensee

By accessing, downloading, or otherwise using any Content, and by indicating acceptance (such as by clicking “I Agree”), you represent and warrant that:
– You have read, understood, and agreed to be bound by this Agreement, and have had the opportunity to seek independent legal advice prior to acceptance;
– You are of legal age and have the full legal authority to enter into and be bound by this Agreement, either on your own behalf or on behalf of your employer or another entity you represent (collectively, the “Licensee”);
– If you are acting on behalf of an organization or other person designated as the Licensee, you are authorized to bind such entity to this Agreement;
– You acknowledge and agree to the terms of this Agreement and any additional terms referenced herein, including the Website Terms, to the extent they are incorporated by reference.

 

11. Termination

This Agreement and the License granted herein will automatically terminate if:
– You materially breach any provision of this Agreement and fail to cure such breach within 14 days of written notice.
Upon termination:
– You must immediately cease use of the Content;
– Delete or destroy all copies in your possession;
– Ensure compliance by any subcontractors or third parties working on your behalf.

 

12. Transferability

This License is non-transferable without prior written consent from Nilo Sounds, LLC. A one-time assignment may be granted if:
– The assignee agrees in writing to be bound by this Agreement; and
– You notify Nilo Sounds in writing of the transfer.
Nilo Sounds reserves the right to assign this Agreement to an affiliated entity or as part of a corporate reorganization, sale, or merger.

 

13. Final Sale

All license purchases are final. Refunds will only be issued in accordance with Section 9 (Warranty and Remedies). If a refund is granted, the corresponding License will be deemed null and void.